Enhancing Multi-Class Share Disclosures Act

119 S3831 IS: Enhancing Multi-Class Share Disclosures Act U.S. Senate 2026-02-11 text/xml EN Pursuant to Title 17 Section 105 of the United States Code, this file is not subject to copyright protection and is in the public domain. II 119th CONGRESS 2d Session S. 3831 IN THE SENATE OF THE UNITED STATES February 11, 2026 Mr. Gallego (for himself and Mr. Rounds ) introduced the following bill; which was read twice and referred to the Committee on Banking, Housing, and Urban Affairs A BILL To amend the Securities Exchange Act of 1934 to require issuers with a multi-class stock structure to make certain disclosures in any proxy or consent solicitation material, and for other purposes. 1. Short title This Act may be cited as the Enhancing Multi-Class Share Disclosures Act . 2. Disclosure relating to multi-class share structures Section 14 of the Securities Exchange Act of 1934 ( 15 U.S.C. 78n ) is amended by adding at the end the following: (l) Disclosure for issuers with multi-Class share structures (1) Definition In this subsection, the term multi-class share structure means a capitalization structure that contains 2 or more classes of securities that have differing amounts of voting rights in the election of directors. (2) Disclosure The Commission shall, by rule, require each issuer with a multi-class share structure to disclose the information described in paragraph (3) in— (A) any proxy or consent solicitation material for an annual meeting of the shareholders of the issuer; or (B) any other filing, as the Commission determines appropriate. (3) Content A disclosure made under paragraph (2) shall include, with respect to each person who is a director, director nominee, or named executive officer of the issuer, or who is a beneficial owner of securities with 5 percent or more of the total combined voting power of all classes of securities entitled to vote in the election of directors of the issuer— (A) the number of shares of all classes of securities entitled to vote in the election of directors beneficially owned by that person, expressed as a percentage of the total number of the outstanding securities of the issuer entitled to vote in the election of directors; and (B) the amount of voting power held by that person, expressed as a percentage of the total combined voting power of all classes of the securities of the issuer entitled to vote in the election of directors. .